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Published: 2022-10-03 14:40:00 CEST
Bercman Technologies
Company Announcement

Resolutions of special general meeting of Bercman Technolgies AS

The special general meeting of shareholders of Bercman Technologies AS (registry code 14134425, address Riia tn 26, Tartu 50405) was held on Monday, 3 October 2022 at 14:00 at Riia tn 26, Tartu.

Bercman Technologies AS has altogether 3,992 shareholders who hold altogether 1,341,347 shares. The list of shareholders eligible to participate at the special general meeting of shareholders was fixed 7 days before holding the meeting, i.e. on 26 September 2022 at the end of the business day of the settlement system of Nasdaq CSD SE.

The special general meeting of shareholders was eligible to adopt resolutions due to the fact that 16 shareholders participated at the meeting whose shares represent 994 194 votes, i.e. 74.12% of all the votes represented by the shares of Bercman Technologies AS (including 1 shareholder who chose to use the opportunity to vote before the meeting and whose shares represented 714 votes, i.e. 0.05% of all the votes represented by the shares of Bercman Technologies AS). Therefore, the general meeting had a quorum and the special general meeting was entitled to adopt decisions.

Agenda of the special general meeting was the following:

  1. Organisation of the public offering of the shares of Bercman Technologies AS;
  2. Preclusion of the pre-emptive right of subscription of the shareholders.

The special general meeting of shareholders of Bercman Technologies AS adopted the following resolutions:

  1. The organisation of the public offering of the shares of Bercman Technologies AS was approved on the following terms:
  1. Offering: public offering in Estonia;
  2. Share: ordinary share of Bercman Technologies AS with a nominal value of 0.1 euros;
  3. Volume of the offering: up to 120,000 shares which in the event of oversubscription can be increased up to 210,000 shares; the indicative financial volume of the offering is up to 360,000 euros, in the event of oversubscription up to 630,000 euros;
  4. Offer price: 3 to 4 euros per share, whereas the final price of the offering shall be determined by the supervisory board of Bercman Technologies AS  based on the market value of the share of Bercman Technologies AS, the general macroeconomic situation and other circumstances that the supervisory board of Bercman Technologies AS deems as relevant;
  5. Proposed subscription period: 04.10.2022 – 14.10.2022;
  6. Admission to trading: apply for the new shares of Bercman Technologies AS to be admitted to trading on Nasdaq Tallinn’s multilateral trading facility First North;
  7. Deciding on the increase of share capital: decided by the supervisory board of Bercman Technologies AS on the basis of the right provided in the articles of association.
  8. The shareholders authorise the management board of Bercman Technologies AS to carry out the public offering of the shares and apply for their admission to trading in the multilateral trading facility First North pursuant to the above terms, whereas the management board of Bercman Technologies AS has the right to change the offer period in case the management board considers it reasonable and necessary.

994 194 votes were given for the decision, ie 100% of the votes present at the annual meeting.

  1. In accordance with section 5.4 of the articles of association of Bercman Technologies AS:
  1. the increase of the share capital of Bercman Technologies AS and the issue of new shares by the supervisory board was approved for organising the public offering pursuant to clause 1;
  2. the pre-emptive right of subscription of the shareholders of Bercman Technologies AS was precluded if the share capital of Bercman Technologies AS will be increased by the supervisory board for organising the public offering pursuant to clause 1.

994 194 votes were given for the decision, ie 100% of the votes present at the annual meeting.

 

Bercman is a deep-tech company founded in 2016, that develops and sells road safety products and provides hardware and software development services. Bercman's mission is to eliminate road fatalities and its vision is to become an internationally leading partner in the market for smart city solutions. The Bercman Group includes the development company of the Internet of Things and autonomous systems Krakul OÜ.

Additional Information:   

         Mart Suurkask
         Chairman of the Board of Bercman Technologies
         Phone: +372 5340 2902
         E-mail: mart.suurkask@bercman.com